An excerpt from Paul Giannamore's Sell-Side Masterclass Q&A on maintaining negotiating leverage in M&A negotiations when only a single buyer is involved. Topics include applying auction discipline with one bidder, using poker's hidden-hand logic in deal-making, process design to conceal information and sustain deal tension, psychological pitfalls sellers face with a lone bidder, avoiding fear-based concessions, and when judgment calls justify bending standard auction rules. # Channel Presentation Observations: "The 'Auction of One'" Video ## Intended Audience - **Junior M&A practitioners / aspiring dealmakers.** The video opens with a direct question: *"what would your advice be to me as a junior dealmaker?"* — signaling the content is framed as mentorship for less-experienced professionals. - **Sell-side deal professionals**, evidenced by the recurring seller-perspective framing: *"you on the sell side are going to run a little bit scared,"* and *"I've run one buyer auctions before that have been extremely successful."* ## Claimed Scope / Expertise Demonstration - **Hands-on M&A execution experience.** The speaker claims repeated direct involvement in formal sale processes: - *"I've run one buyer auctions before that have been extremely successful."* - *"Am I often dealing with one buyer? Not often, but it happens time to time."* - *"I can't think of one particular instance where I began a formal process expecting to only deal with one buyer."* - **Topic scope: negotiation strategy and leverage in M&A auctions**, specifically managing leverage when only a single buyer submits an indication of interest after a formal process. ## Explicit Self-Description - The speaker positions themselves as an **experienced advisor answering audience-submitted questions**, reading from a submitted question twice (*"this question here went on to say, let's go back down here"*), indicating a Q&A or masterclass format. - The title itself frames the content as an **"M&A Masterclass Moment"** — a creator-applied label suggesting the channel packages expert instructional segments. ## Observable Presentation Patterns - **Teaching via extended analogy:** the core of the video uses poker (Texas Hold'em, David Sklansky's *The Theory of Poker*) as an extended metaphor for M&A negotiation: *"I think about M&A as decision-making with incomplete information trying to force your opponents to make mistakes. Almost the same thing."* - **Framework-driven advice:** the speaker distills a prescriptive rule: *"run that process with one buyer just as you would if you had five or 10 different buyers."* - **Psychology-emphasis:** recurring framing of leverage as psychological — *"the primary way having one buyer negatively influences leverage is really psychological."* - **Conversational, mentor-tone delivery** with caveats about judgment: *"you have to use judgment there."* ## Claims vs. Demonstrated Behavior - **Creator claims:** deep deal experience (multiple one-buyer auctions run "extremely successful[ly]"), and instructional authority (masterclass framing). - **Demonstrated:** detailed, coherent process knowledge (indications of interest, iterative bidding stages, sealed bid auctions, busted auctions) consistent with the claimed expertise — though specific deals, clients, or outcomes are not cited in this segment. # Delivery Observation: “The ‘Auction of One’” — M&A Masterclass Moment ## Overall Tone & Register - **Conversational, mentor-style delivery.** The speaker responds to a viewer’s question as if in dialogue: “what would your advice be to me as a junior dealmaker? Well, let’s talk a little bit about that.” - **Reflective, first-person framing.** Heavy use of “I think,” “I can’t think of one particular instance,” and “I’ve run one buyer auctions before” to ground advice in personal experience. ## Signature Teaching Habits ### 1. Extended Analogy as Core Teaching Device The entire answer is structured around a **poker analogy**, sustained for the full length of the video: > “I think about poker as decision making with incomplete information… And I think about M&A as decision-making with incomplete information trying to force your opponents to make mistakes. Almost the same thing.” He even pre-apologizes for the extended example: > “for all of you who are not familiar with Texas Holdem, I apologize” ### 2. Citing Sources & Authorities He anchors the analogy in an external reference: > “Back in the late 90s, David Skolansky wrote a book called The Theory of Poker.” (Note: transcript spelling varies — “Skolansky” / “Scanski” — likely a transcription artifact; the speaker is referring to one author.) ### 3. Worked Hypothetical Walkthroughs He constructs a concrete card-by-card scenario: > “let’s say that you’re dealt big slip, right? You’ve got ace king and I’m dealt a queen jack… The flop comes down. King 103 offshoot.” The scenario is then mapped back to deal dynamics: > “You’ve got the flop, you’ve got the river, you’ve got the turn. Information is being released at each stage of the process. Same thing in a formal process.” ### 4. Re-reading the Question Mid-Answer A distinct habit: he returns to the viewer’s question explicitly: > “this question here went on to say, let’s go back down here. Um, do you find yourself in a situation where you have one buyer yet that buyer is unaware of the fact?” ### 5. Explicit Summaries & “General Rules” He signals conclusions with summary markers: > “So, I guess in summary on that question…” > “That’s the general rule… But I think as a general rule, you would run that process in the exact same manner…” ## Recurring Vocabulary & Phrases - **“Play your hand” / “play my hand”** — repeated poker-to-deal mapping (“I can’t let my own emotions and psychology cause me to play my hand any different”). - **“Incomplete information”** — stated twice in nearly identical phrasing. - **“Run that process” / “run a process”** — repeated framing of deal management as process execution. - **“One buyer versus two”** — comparative structuring: “Let’s say that I have two buyers… If I’m dealing with one buyer…” - **Psychological language:** “psychological,” “emotions,” “play a little bit scared,” “busted auction.” ### Definitional Hedging on Sensitive Terms He flags a potentially loaded word before using it: > “I’m going to use the term deception here… And I don’t mean it in deceiving the other party, per se, but we’re dealing with bluffs.” ## Communication Patterns - **Filler-heavy, spoken register:** frequent “um,” “right?”, “so on and so forth,” and “you know” — consistent with unscripted, live-style teaching. - **Self-questioning then answering:** “How do you cope?” / “Now, am I often dealt with dealing with one buyer? Uh, not often, but it happens time to time.” - **Uncertainty stated openly** where he lacks knowledge: “They may assume that there’s a lot of other buyers… I don’t know.” - **Encouraging close to the junior questioner:** ends on reassurance: “don’t get scared by the fact that you have just one buyer.” ## Stability Notes - **Stable patterns (sufficient repetition):** poker analogy, process vocabulary, summary-and-rule structure, first-person experiential evidence. - **Isolated moments (insufficient evidence):** the mid-answer re-read of the question and the “deception” disclaimer each appear once; these may be habitual but cannot be confirmed from this single transcript. - **Caveat:** apparent name misspellings (“Skolansky,” “Scanski,” “big slip” for “Big Slick,” “foral process”) appear to be transcription artifacts rather than the speaker’s delivery errors — this is uncertain without audio. # Observation Record: "The 'Auction of One'" — M&A Leverage with a Single Buyer ## Video Metadata - **Title:** The "Auction of One": How to Keep Maximum Leverage with a Single Buyer | M&A Masterclass Moment - **Video ID:** `01a168c8-164a-7a59-815c-cb6c50c958dc` - **Speaker:** Unnamed senior dealmaker responding to a junior dealmaker's question (no curated speaker metadata supplied) ## Context of Discussion A junior dealmaker asks: when there is only **one buyer** who is unaware of this fact, how should a sell-side advisor cope and preserve leverage? --- ## Core Claims and Reasoning ### 1. M&A as Poker — Incomplete Information - The speaker analogizes formal M&A processes to **Texas Hold'em**, invoking **David Sklansky's** *The Theory of Poker* (late 1990s) and its "fundamental theory of poker": > "Every time you play your hand differently from how you would have played it if you could see your opponent's cards, they gain. And every time your opponents play their hands differently than had they been able to see your hand, you gain." - **Claim:** M&A is decision-making with incomplete information, attempting to force opponents into mistakes — "almost the same thing" as poker. ### 2. Staged Information Release Parallels - **Claim:** A formal M&A process mirrors poker's flop/turn/river structure because **information is released at each stage** of the process. - Buyers in a process generally know other buyers exist; in a **sealed-bid auction** they may not know directly, but can **infer** it from the existence of a process. ### 3. How a Single-Buyer Situation Arises - **Claim:** Rarely does a process *begin* with the expectation of one buyer — the speaker says he "can't think of one particular instance" where that was the intent. - It happens when materials go out and **only one indication of interest** comes back. ### 4. The Single Buyer's Blind Spot - The buyer "can't see what's in my hand. And what's in my hand is their bid, the only bid." - The buyer may assume there are other bidders, or assume they are alone — **the speaker states he doesn't know which** (qualification preserved). ### 5. "Deception" — Clarified Term - The speaker uses the word **deception** but explicitly qualifies it: > "I don't mean it in deceiving the other party, per se, but we're dealing with bluffs... concealing information... [ferreting] out information." - Both sides probe: buyers read demeanor, past performance, "tells" — just as poker players do. ### 6. Why One Buyer Hurts Leverage: Psychological - **Claim:** The primary damage is **psychological** — the sell side "runs a little bit scared." - **Contrast drawn:** - **Two aggressive buyers** → can negotiate hard; "if one falls out, I've still got another bird in the hand." - **One buyer** → fear of a "busted auction" can cause defensive play. ### 7. Prescribed Rule: Run the One-Buyer Process Identically - **General rule:** Run the process with one buyer exactly as with five or ten buyers — through iterative bidding stages. - Emotionally acknowledge internally: "I have one buyer" — but don't let that psychology change how the hand is played. - **Rationale:** A sophisticated buyer will detect the situation "by the way that you act." ### 8. Qualification — Judgment Exception - **Tension preserved:** Over time, judgment may reveal a buyer who "might not be so aggressive and you have the ability to scare them off" — so the general rule admits exceptions. - Speaker cites personal experience: he has "run one buyer auctions before that have been extremely successful." ## Closing Position > "Don't get scared by the fact that you have just one buyer." # Speaker Attribution & Provenance Record ## Video **Title:** The "Auction of One": How to Keep Maximum Leverage with a Single Buyer | M&A Masterclass Moment **Video ID:** `01a168c8-164a-7a59-815c-cb6c50c958dc` ## Speakers & Roles ### Primary Speaker — **Unnamed Expert / Masterclass Instructor** - **Role:** Creator (implied by "Masterclass Moment" format; identity not stated in transcript or metadata) - **Evidence of role:** Answers questions, gives extended advice ("what would your advice be to me as a junior dealmaker"), references personal deal experience: *"I've run one buyer auctions before that have been extremely successful."* - **Claimed experience basis:** Has run formal M&A processes, including single-buyer auctions. ### Questioner — **Unnamed Junior Dealmaker / Audience Member** - **Role:** Guest/questioner (present only via the speaker reading or recalling their question; no separate voice in transcript) - **Evidence:** Opening lines — *"what would your advice be to me as a junior dealmaker?"* — and later *"this question here went on to say, let's go back down here."* ### Narrator - None present. ## Referenced Sources & Third-Party Claims - **Book:** *The Theory of Poker* by **David Skolansky** (transcript also renders the name as "David Scanski" — spelling variant present in source) - **Publication context cited:** "Back in the late 90s" — *note: the speaker gives this date; the transcript does not independently verify it.* - **Claim attributed:** The "fundamental theorem of poker" — playing differently than you would if you could see opponents' cards causes you to lose, and vice versa. - **Framework analogy (speaker's own, not third-party):** Comparing formal M&A auction processes to Texas Hold'em (flop/turn/river as staged information release). ## Promotional Segments - **None identified.** No product, service, sponsor, or channel promotion appears in the transcript. ## Availability & Metadata Limits - **Curated metadata:** Not supplied — no speaker names, channel, upload date, or comment availability provided. - **Speaker identities:** Explicitly unknown; roles inferred only from transcript content. - **Comment availability:** Unstated. - **Timestamps:** Not present in transcript. Do you ever find yourself in a situation where you have one buyer, you got the buyer is unaware of this fact? How do you cope? And what would your advice be to me as a junior dealmaker? Well, let's talk a little bit about that. You know, when I think about a formal M&A process, I think a lot about Texas Gold. Back in the late 90s, David Skolansky wrote a book called The Theory of Poker. And in that book, he posited his fundamental theory of poker. And and basically what he said was every time you play your hand differently from how you would have played it if you could see your opponent's cards, they gain. And every time your opponents play their hands differently than had they been able to see your hand, you gain. And so I think about poker as decision making with incomplete information and trying to force your opponents into making a mistake. And I think about M&A as decision-making with incomplete information trying to force your opponents to make mistakes. Almost the same thing. And so if we start with a Texas Hole example, for all of you who are not familiar with Texas Holdem, I apologize, but when you think about Texas Holdem, let's say that you're dealt big slip, right? You've got ace king and I'm dealt a queen jack, for example. Now I can't see your cards. You can't see my cards. The flop comes down. King 103 offshoot. Now you're arguably holding a better hand, but I can't see your hand and you can't see my hand. If I were to fold um acknowledging that you have a better hand, I've played optimally and I've gained, right? I've shuck my cards. Um I played as if I could see what was in your hands. Now, had I gone all in, right, and you called, I would not have been playing optimally because you were holding the better hand at the flop. And let's say that the turn and the river don't help me. Your expected value has increased and you just want a big pot. That's what David Scanski is referring to with playing hands as if we could see our opponent's hands. And in the same way, like when you think about a formal M&A process, it it's almost in a lot of ways akin to Texas Holdem because you're setting up a formal process just just like the game of Texas Holdm, right? You've got the flop, you've got the river, you've got the turn. Information is being released at each stage of the process. Same thing in a foral process. So, buyers know that there are other buyers. Well, if you're running a sealed bid auction, they don't know that. Obviously, they can infer that from the standpoint that you're actually running a process. Now, am I often dealt with dealing with one buyer? Uh, not often, but it happens time to time. And it's very rare. As a matter of fact, I can't think of one particular instance where I began a formal process expecting to only deal with one buyer. Uh, but sometimes that happens, right? You put together the materials, you send them out to potential biders, and then you get one indication of interest. You've got only one buyer. Uh you got some decisions to make. Um now that buyer is involved in a formal process now, right? So that buyer has tended their initial bid. They may assume that there's a lot of other buyers. They may assume that they're the only buyer. I don't know. Um what they can't see is what's in my hand. And what's in my hand is their bid, the only bid. Um, so they need to determine how they're going to play their hand and I've got to determine how I can play my hand. Now, I'm going to use the term deception here because poker is a lot about deception. And I don't mean it um in deceiving the other party, per se, but we're dealing with bluffs. We're dealing with conceal concealing information. We're dealing with fariting out information. If you're playing poker, you're trying to determine what's in your opponent's hands. And you can do that based on past performance. How do they play? tight, loose, what's their demeanor at the table, what are their facial expressions, do they have any tells, so on and so forth. Uh, in the same way, the buyer in that process would be attempting to far it out information on my side of the table. So, I do often find myself um in a situation where there's one buyer, you know, and this question here went on to say, let's go back down here. Um, do you find yourself in a situation where you have one buyer yet that buyer is unaware of the fact? Um, and you mentioned multiple times that dealing with one buyer can negatively influence your leverage. Yes. I think the primary re way having one buyer negatively influences leverage is really psychological because if you have one buyer, you on the sell side are going to run a little bit scared, right? So, let's look at one buyer versus two. Let's say that I have two buyers that are both very, very interested in buying the asset and they're aggressive in their bidding. I could afford to run an aggressive process. I could afford to negotiate hard because I've got two buyers there and if one falls out, I've still got another bird in the hand. If I'm dealing with one buyer, I might be a little bit concerned. I might play a little bit scared uh because I don't want to lose that buyer and end up with a busted auction. It's in that particular case where you really have to run that process. I think a lot of times the way that you would if you had multiple buyers because if the buyer's sophisticated and the buyer's used to dealing with these sorts of processes, they're going to figure it out by the way that you act. So, I guess in summary on that question, there are a lot of times that you will end up with one buyer. And I think the general rule here is to run that process with one buyer just as you would if you had five or 10 different buyers. You run through the iterative bidding stages. You acknowledge in your mind from an emotional perspective. You get it out there and integrate it. And what I mean by that is you say in your mind, I have one buyer and I can't let my own emotions and psychology cause me to play my hand any different than I would have had I had multiple buyers. That's the general rule. I think over time with judgment, you start to learn maybe sometimes there's a buyer that might not be so aggressive and you have the ability to scare them off. So, you have to use judgment there. But, I think as a general rule, you would run that process in the exact same manner that you would with multiple buyers. And I've run one I've run one buyer auctions before that have been extremely successful. So, don't get scared by the fact that you have just one buyer.